Item 1.01 Entry into a Material Definitive Agreement.

Business Combination Agreement

On April 17, 2023, Anzu Special Acquisition Corp I, a Delaware corporation ("Anzu"), entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Anzu, Envoy Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Anzu ("Merger Sub"), and Envoy Medical Corporation, a Minnesota corporation ("Envoy"). Capitalized terms used herein but not defined shall have the meanings assigned to them in the Business Combination Agreement.





The Business Combination

The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Business Combination Agreement, the "Business Combination"):

(i) at the closing of the Business Combination (the "Closing"), upon the terms and subject to the conditions of the Business Combination Agreement and in accordance with the Delaware General Corporation Law, as amended ("DGCL") and the Minnesota Business Corporation Act (the "Minnesota Statutes"), Merger Sub will merge with and into Envoy, the separate corporate existence of Merger Sub will cease and Envoy will be the surviving corporation and a wholly owned, privately-held subsidiary of Anzu (the "Merger");

(ii) as a result of the Merger, among other things, (a) each share of Envoy common stock, par value $0.01 per share (the "Company Common Stock"), issued and outstanding (including Company Common Stock issued upon the exercise or conversion of Company Warrants, Company Convertible Notes or Company Preferred Stock) shall be canceled and converted into the right to receive a number of shares of Anzu's Class A common stock, par value $0.0001 per share (the "Anzu Class A Common Stock"), equal to the Exchange Ratio (as calculated pursuant to the Business Combination Agreement), amounting to Aggregate Closing Merger Consideration of 15 million shares of Anzu Class A Common Stock (subject to adjustment as provided in the Business Combination Agreement); (b) each outstanding option to purchase shares of Company Common Stock will be cancelled in exchange for nominal consideration; (c) immediately prior to the effective time of the Merger, each outstanding Company Warrant will automatically, depending on the applicable exercise price, be canceled or exercised on a net exercise basis and converted into shares of Company Common Stock in accordance with its terms; and (d) immediately prior to the effective time of the Merger, each outstanding Company Convertible Note will automatically be converted into shares of Company Common Stock in accordance with its terms and

(iii) Anzu will change its name to "Envoy Medical, Inc." (the "Post-Combination Company"), which will continue as the surviving public corporation after the Closing.

The Board of Directors of Anzu has (i) determined this Business Combination Agreement to be fair and in the best interests of Anzu and its stockholders, (ii) approved the Business Combination Agreement and the documents and transactions contemplated thereby, and (iii) recommended the approval and adoption by Anzu's stockholders of the Business Combination Agreement and the transactions contemplated thereby.





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Anzu Exchange Offer

The Business Combination Agreement provides that, concurrently with the effectiveness of the proxy statement / registration statement on Form S-4 to be filed by Anzu in connection with the Business Combination (the "Registration Statement"), Anzu will commence an exchange offer pursuant to which stockholders of Anzu that elect not to redeem their shares of Anzu Class A Common Stock in connection with the Business Combination may elect to exchange each share of Anzu Class A Common Stock for one share of Series A Preferred Stock (as described below) (the "Anzu Exchange Offer"). The Anzu Exchange Offer will close as soon as reasonably practicable following the completion of the Business Combination.





Company Bridge Note

In connection with the transactions contemplated by the Business Combination, concurrently with the execution and delivery of the Business Combination Agreement, Envoy has entered into a convertible promissory note (the "Company Bridge Note") pursuant to which it may borrow from a stockholder of Envoy (the "Company Bridge Note Holder") up to a maximum principal sum of $10,000,000. Contingent upon, and effective concurrently with, the PIPE Closing (as defined below), Anzu will issue shares of Series A Preferred Stock (as defined below) to the Company Bridge Note Holder in exchange for the Company Bridge Note (the "Company Bridge Financing"). The Company Bridge Note Holder will have certain customary registration rights, including rights with respect to the filing of a shelf registration statement, underwritten offering rights and piggy back rights, pursuant to the A&R Registration Rights Agreement (as described below) with respect to any shares of Anzu Class A Common Stock issuable upon conversion of the Series A Preferred Stock.





Conditions to Closing

The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective stockholders of Anzu and Envoy, (ii) effectiveness of the Registration Statement, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) receipt of approval for listing on The Nasdaq Stock Market or another national securities exchange of the shares of Anzu Class A Common Stock to be issued in connection with the Business Combination, (vi) that Anzu have at least $5,000,001 of net tangible assets remaining after giving effect to redemptions and the PIPE Investment (as defined below), (vii) the absence of any injunctions or laws prohibiting the Business Combination, (viii) the absence of a Company Material Adverse Effect or SPAC Material Adverse Effect, (ix) the aggregate number of shares of Envoy held by shareholders of Envoy who have demanded appraisal for such Envoy stock in accordance with the Minnesota Statues being less than 5% of the shares of Envoy's capital stock outstanding at the record date for the Envoy shareholder meeting and (x) customary bringdown of the representations, warranties and covenants of the parties therein.





Covenants

The Business Combination Agreement contains additional covenants, including, among others, providing for (i) the parties to conduct their respective businesses in the ordinary course through the Closing, subject to certain exceptions, (ii) the parties to not initiate any negotiations or enter into any agreements for certain alternative transactions, (iii) Envoy to prepare and deliver to Anzu certain consolidated financial statements of Envoy, (iv) Anzu and Envoy jointly to prepare, and Anzu to file, a Registration Statement and . . .

Item 1.02 Termination of a Material Definitive Agreement.

On April 17, 2023, Anzu and certain institutional investors, including Arena Capital Advisors, LLC and Fir Tree Partners (collectively, the "Forward Purchasers"), terminated the forward purchase agreements dated December 6, 2021, by and between Anzu and the Forward Purchasers, which were filed as Exhibits 10.1 and 10.2 to Anzu's Current Report on Form 8-K filed with the SEC on December 7, 2021.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the PIPE Investment, the Company Bridge Financing and the Forward Purchase Agreement is incorporated by reference in this Item 3.02. As described in Item 1.01 of this Current Report on Form 8-K, under the terms of the Subscription Agreement, Anzu has agreed to issue shares of Series A Preferred Stock to the Sponsor at the Closing, under the terms of the Company Bridge Notes, Anzu has agreed to issue shares of Series A Preferred Stock to the Company Bridge Note Holder at the Closing and, under the terms of the Forward Purchase Agreement, Anzu has agreed to issue the Shares, the Shortfall Sale Shares, the Share Consideration, the Shortfall Warrants and the Shortfall Warrant Shares to the Seller. The shares of Series A Preferred Stock to be issued in connection with the PIPE Investment and the Company Bridge Financing and the Shares, the Shortfall Sale Shares, the Share Consideration, the Shortfall Warrants and the Shortfall Warrant Shares to be issued in connection with the Forward Purchase Agreement will not be registered under the Securities Act, and will be issued in reliance on the exemption from registration requirements thereof, provided by Section 4(a)(2) of the Securities Act. The shares of Series A Preferred Stock will be convertible into shares of Anzu Class A Common Stock on the terms set forth in the Certificate of Designation.





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Forward-Looking Statements

This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-Looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Such statements may include, but are not limited to, statements regarding the Business Combination, the Business Combination Agreement and certain agreements in connection therewith. The forward-looking statements contained in this Current Report on Form 8-K reflect Anzu's current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Anzu does not guarantee that the transactions and events described will happen as described (or that they will happen at all). In particular, there can be no assurance that the Business Combination will close in a timely manner or at all or that the Forward Purchase Agreement will not be terminated early as a result of the foregoing. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, changes in domestic and foreign business, market, financial, political, and legal conditions; the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination; the outcome of any legal proceedings that may be instituted against Envoy or Anzu, the Post-Combination Company or others following the announcement of the Business Combination; the inability of the Seller to acquire the Number of Shares contemplated by the Forward Purchase Agreement; the amount of redemptions by Anzu's public stockholders in connection with the Business Combination; the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Envoy or Anzu or to satisfy other conditions to closing; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; the ability to meet stock exchange listing standards following the consummation of the Business Combination; the risk that the Business Combination disrupts current plans and operations of Envoy as a result of the announcement and consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the Post-Combination Company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; costs related to the Business Combination; changes in applicable laws or regulations; Envoy's estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; any downturn or volatility in economic conditions; changes in the competitive environment affecting Envoy or its customers, including Envoy's inability to introduce new products or technologies; the impact of pricing pressure and erosion; supply chain risks; risks to Envoy's ability to protect its intellectual property and avoid infringement by others, or claims of infringement against Envoy; the possibility that Envoy or Anzu may be adversely affected by other economic, business and/or competitive factors; Envoy's estimates of its financial performance; and other risks and uncertainties set forth in the section entitled "Risk Factors" in Anzu's Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on April 3, 2023 and in other reports Anzu files with the SEC. If any of these risks materialize or Anzu's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. While forward-looking statements reflect Anzu's good faith beliefs, they are not guarantees of future performance. Anzu disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this Current Report on Form 8-K, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Anzu.





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Additional Information and Where to Find It

In connection with the Business Combination, Anzu and Envoy intend to prepare, and Anzu intends to file a Registration Statement containing a proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to Anzu's stockholders in connection with Anzu's solicitation of proxies for the vote by Anzu's stockholders with respect to the Business Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued in connection with the Business Combination. When available, Anzu will mail the definitive proxy statement/prospectus and other relevant documents to its stockholders as of a record date to be established for voting on the Business Combination. This Current Report on Form 8-K is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that Anzu will send to its stockholders in connection with the Business Combination. Investors and security holders are urged to read, when available, the preliminary proxy statement/prospectus in connection with Anzu's solicitation of proxies for its special meeting of stockholders to be held to approve the Business Combination (and related matters) and general amendments thereto and the definitive proxy statement/prospectus because the proxy statement/prospectus will contain important information about the Business Combination and the parties to the Business Combination.

Copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed by Anzu or Envoy with the SEC may be obtained, once available, free of charge at the SEC's website at www.sec.gov.

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Anzu through the website maintained by the SEC at www.sec.gov.

Participants in the Solicitation

Anzu and its directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Anzu's stockholders in connection with the Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Anzu's stockholders in connection with the Business Combination will be in the Registration Statement, including a proxy statement/prospectus, when it is filed with the SEC. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Anzu's directors and officers in Anzu's filings with the SEC and such information will also be in the Registration Statement to be filed with the SEC, which will include the proxy statement/prospectus of Anzu for the Business Combination. These documents can be obtained free of charge at the SEC's website at www.sec.gov.

Envoy and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Anzu in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be included in the proxy statement/prospectus for the Business Combination when available.





No Offer or Solicitation

This Current Report on Form 8-K relates to the Business Combination and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, or an exemption therefrom, and otherwise in accordance with applicable law.





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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
  No.                                    Description

  2.1*       Business Combination Agreement, dated as of April 17, 2023, by and
           among Anzu Special Acquisition Corp I, Envoy Merger Sub, Inc. and Envoy
           Medical Corporation.

  10.1       Subscription Agreement, dated as of April 17, 2023, by and among Anzu
           Special Acquisition Corp I and Anzu SPAC GP I LLC.

  10.2       Sponsor Support and Forfeiture Agreement, dated as of April 17, 2023,
           by and among Anzu SPAC GP I LLC, Anzu Special Acquisition Corp I and
           Envoy Medical Corporation.

  10.3       Form of Shareholder Support Agreement, dated as of April 17, 2023, by
           and among Anzu Special Acquisition Corp I, Envoy Medical Corporation and
           certain shareholders of Envoy Medical Corporation named on the signature
           pages thereto.

  10.4       Forward Purchase Agreement, dated as of April 17, 2023, by and among
           Anzu Special Acquisition Corp I, Envoy Medical Corporation, Meteora
           Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora
           Select Trading Opportunities Master, LP.

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).




*   Certain schedules and exhibits to this Exhibit have been omitted pursuant to
    Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish
    supplemental copies of all omitted exhibits and schedules to the Securities
    and Exchange Commission upon its request.




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